#146 Republic Of The Philippines, Petitioner, V. Mega Pacific Esolutions, Inc., Willy U. Yu, Bonnie S. Yu, Enrique T. Tansipek, Rosita Y. Tansipek, Pedro O. Tan, Johnson W. Fong, Bernard I. Fong, And *Lauriano A. Barrios, Respondents. June 27, 2016 G.R. No . 184666 TOPIC : State Immunity; Exemption from Legal Requirements PONENTE : CASE LAW/ DOCTRINE :
AUTHOR: Pelayo Notes:
FACTS:
Republic Act No. 8436 authorized the COMELEC to use an automated election system for the May 1998 elections. However, the automated system failed to materialize and votes were canvassed manually during the 1998 and the 2001 elections. For the 2004 elections, the COMELEC again attempted to implement the automated election system. For this purpose, it invited bidders to apply for the procurement of supplies, equipment, and services. Respondent MPEI, as lead company, purportedly formed a joint venture - known as the Mega Pacific Consortium (MPC) - together with We Solv, SK C & C, ePLDT, Election.com and Oracle. Subsequently, MPEI, on behalf of MPC, submitted its bid proposal to COMELEC. After due assessment, the Bids and Awards Committee (BAC) recommended that the project be awarded to MPC. The COMELEC favorably acted on the recommendation and issued Resolution No. 6074, which awarded the automation project to MPC. Despite the award to MPC, the COMELEC and MPEI executed on 2 June 2003 the Automated Counting and Canvassing Project Contract (automation contract)5 for the aggregate amount of P1,248,949,088. MPEI agreed to supply and deliver 1,991 units of ACMs and such other equipment and materials necessary for the computerized electoral system in the 2004 elections. Pursuant to the automation contract, MPEI delivered 1,991 ACMs to the COMELEC. The latter, for its part, made partial payments to MPEI in the aggregate amount of P1.05 billion. This Court in its 2004 Decision declared the contract null and void.6 We held that the COMELEC committed a clear violation of law and jurisprudence, as well as a reckless disregard of its own bidding rules and procedure. All in all, Comelec subverted the essence of public bidding: to give the public an opportunity for fair competition and a clear basis for a precise comparison of bids. Complaint for Damages filed by respondents with the RTC Makati and petitioner's Answer with Counterclaim, with an application for a writ of preliminary attachment, from which the instant case arose Upon the finality of the declaration of nullity of the automation contract, respondent MPEI filed a Complaint for Damages before the RTC Makati, arguing that, notwithstanding the nullification of the automation contract, the COMELEC was still bound to pay the amount of P200,165,681.89. This amount represented the difference between the value of the ACMs and the support services delivered on one hand, and on the other, the payment previously made by the COMELEC. By way of a counterclaim, petitioner demanded from respondents the return of the payments made pursuant to the automation contract.26 It argued that individual respondents, being the incorporators of MPEI, likewise ought to be impleaded and held accountable for MPEI's liabilities. The creation of MPC was, after all, merely an ingenious scheme to feign eligibility to bid. Pursuant to Section 1(d) of Rule 57 of the Rules of Court, petitioner prayed for the issuance of a writ of preliminary attachment against the properties of MPEI and individual respondents. The application was grounded upon the fraudulent misrepresentation of respondents as to their eligibility to participate in the bidding for the COMELEC automation project and the failure of the ACMs to comply with mandatory technical requirements. The trial court denied the prayer for the i ssuance of a writ of preliminary attachment,29 ruling that there was an absence o f factual allegations as to how the fraud was actually committed. The trial court further ruled that the allegations of fraud on the part of MPEI were not supported by the COMELEC, the office in charge of conducting the bidding for the election automation contract. It was likewise held that there was no evidence that respondents harbored a preconceived plan not to comply with the obligation; neither was there any evidence that MPEI's corporate fiction was used to perpetrate fraud. Thus, it found no sufficient basis to pierce the veil of corporate fiction or to cause the attachment of the properties owned by individual respondents. Petitioner moved to set aside the trial court's Order denying the writ of attachment,30 but its motion was denied. Aggrieved, petitioner filed an appeal with the CA. The CA in its First Decision32 reversed and set aside the trial court's Orders and ruled that there was sufficient basis for the issuance of a writ of attachment in favor of petitioner. The appellate court explained that the averments of petitioner in support of the latter's application actually reflected pertinent conclusions reached by this Court in its 2004 Decision. It held that the trial court erred in disregarding the following findings of fact, which remained unaltered and unreversed: (1) COMELEC bidding rules provided that the eligibility and capacity of a bidder may be proved through financial documents including, among others, audited financial statements for the last three years; (2) MPEI was incorporated only on 27 February 2003, or 11 days prior to the bidding itself; (3) in an attempt to disguise its ineligibility, MPEI participated in the bidding as lead company of MPC, a putative consortium, and submitted the incorporation papers and financial statements of the members of the consortium; and (4) no proof of the joint venture agreement, consortium agreement, memorandum of agreement, or business plan executed among the members of the purported consortium was ever submitted to the COMELEC. According to the CA, the foregoing were glaring indicia or badges of fraud, which entitled petitioner to the issuance of the writ. Respondents moved for reconsideration36 of the First Decision of the CA. The CA reconsidered its First Decision37 and directed the remand of the case to the RTC Makati for the reception of evidence of allegations of fraud and to determine whether attachment should necessarily issue.
The CA explained in its Amended Decision that respondents could not be considered to have fostered a fraudulent intent to dishonor their obligation, since they had delivered 1,991 units of ACMs. Petitioner filed the instant Rule 45 Petition,45 arguing that the CA erred in ordering the remand of the case to the trial court for the reception of evidence to determine the presence of fraud. ISSUE(S) : WON a writ of preliminary attachment may be issued against the properties of individual respondents, considering that they were not parties to the 2004 case.
HELD: Yes. Petition is meritorious. RATIO :
A writ of preliminary atta chment should issue in favor of petitioner over the properties of respondents MPEI, Willy Yu (Willy ) and the remaining individual respondents, namely: Bonnie S. Yu (Bonnie), Enrique T. Tansipek (Enrique), Rosita Y. Tansipek (Rosita), Pedro O. Tan (Pedro), Johnson W. Fong (Johnson), Bernard I. Fong (Bernard), and Lauriano Barrios (Lauriano). The bases for the writ are the following: Fraud on the part of respondent MPEI was sufficiently established by the factual findings of this Court in its 2004 Decision and subsequent pronouncements. A writ of preliminary attachment may issue over the properties of the individual respondents using the doctrine of piercing the corporate veil. The factual findings of this Court that have become final cannot be modified or altered, much less reversed, and are controlling in the instant case. The delivery of 1,991 units of ACMs does not negate fraud on the part of respondents MPEI and Willy. Estoppel does not lie against the state when it acts to rectify mistakes, errors or illegal acts of its officials and agents. The findings of the Ombudsman are not controlling in the instant case. A writ of preliminary attachment is a provisional remedy issued upon the order of the court where an action is pending. Through the writ, the property or properties of the defendant may be levied upon and held thereafter by the sheriff as security for the satisfaction of whatever judgment might be secured by the attaching creditor against the defendant.61 The provisional remedy of attachment is available in order that the defendant may not dispose of the property attached, and thus prevent the satisfaction of any judgment that may be secured by the plaintiff from the former. The purpose and function of an attachment or garnishment is twofold. First, it seizes upon property of an alleged debtor in advance of final judgment and holds it subject to appropriation, thereby preventing the loss or dissipation of the property through fraud or other means. Second, it subjects the property of the debtor to the payment of a creditor's claim, in those cases in which personal service upon the debtor cannot be obtained.63 This remedy is meant to secure a contingent lien on the defendant's property until the plaintiff can, by appropriate proceedings, obtain a judgment and have the property applied to its satisfaction, or to make some provision for unsecured debts in cases in which the means of satisfaction thereof are liable to be removed beyond the jurisdiction, or improperly disposed of or concealed, or otherwise placed beyond the reach of creditors. Section 1(d), Rule 57 of the Rules of Court Section 1. Grounds upon which attachment may issue. At the commencement of the action or at any time before entry of o judgment, a plaintiff or any proper party may have the property of the adverse party attached as security for the satisfaction of any judgment that may be recovered in the following cases: x xxx (d) In an action against a party who has been guilty of a fraud in contracting the debt or incurring the obligation upon which the action is brought, or in the performance thereof. (Emphasis supplied) For a writ of preliminary attachment to issue under the above-quoted rule, the applicant must sufficiently show the factual circumstances of the alleged fraud. Metro, Inc. v. Lara's Gift and Decors, Inc., To sustain an attachment on this ground, it must be shown that the debtor in contracting the debt or incurring the obligation intended to defraud the creditor. The fraud must relate to the execution of the agreement and must have been the reason which induced the other party into giving consent which he would not have otherwise given. To constitute a ground for attachment in Section 1(d), Rule 57 of the Rules of Court, fraud should be committed upon contracting the obligation sued upon. A debt is fraudulently contracted if at the time of contracting it the debtor has a preconceived plan or intention not to pay, as it is in this case. x xx. The applicant for a writ of preliminary attachment must sufficiently show the factual circumstances of the alleged fraud because fraudulent intent cannot be inferred from the debtor's mere non-payment of the debt or failure to comply with his obligation. (Emphasis supplied) An amendment to the Rules of Court added the phrase "in the performance thereof" to include within the scope of the grounds for issuance of a writ of preliminary attachment those instances relating to fraud in the performance of the obligation. In the case at bar, petitioner has sufficiently discharged the burden of demonstrating the commission of fraud by respondent MPEI in the execution of the automation contract in the two ways: Respondent MPEI had perpetrated a scheme against petitioner to secure the automation contract by using MPC as o supposed bidder and eventually succeeding in signing the automation contract as MPEI alone, an entity which was ineligible to bid in the first place. Fraud on the part of respondent MPEI was further shown by the fact that despite the failure of its ACMs to pass the tests o conducted by the DOST, respondent still acceded to being awarded the automation contract.
DISSENTING/CONCURRING OPINION(S) : N/A
